Editor's note: The Corporate Transparency Act's Beneficial Ownership Information reporting requirements went through a remarkable yearlong legal whirlwind from late 2024 through early 2025. FinCEN's March 21, 2025 Interim Final Rule limited BOI reporting to foreign reporting companies only. ³ This essay documents the original rule, the litigation, and the lessons for state-level transparency regimes.
The Corporate Transparency Act, enacted as part of the National Defense Authorization Act for FY 2021, created the most ambitious federal corporate ownership transparency regime in U.S. history. ¹ As originally implemented under FinCEN's September 29, 2022 final rule (87 Fed. Reg. 59498) ², beginning January 1, 2024 every "reporting company", broadly defined to include LLCs, corporations, and similar entities formed in the U.S. or registered to do business in the U.S. was required to file beneficial ownership information with FinCEN within specified deadlines.
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